Buffy is instructing Dawn on how to deal with creatures of the Hellmouth, as she’s about to attend her first day of Sunnydale High School, rebuilt on the very same ground the Scoobies attended years earlier. Buffy soon finds her fears justified as the manifested spirits of three individuals haunt the new school.

This season for the most part, suffered a big fall in the ratings. Season 1 was the only season to record a lower ratings average.

Ranked 83 out of 125 prime time shows.

Sunnydale High School is rebuilt and back in business as of this episode. It has been vacant ever since Buffy blew it up in the third season finale "Graduation Day (2)"

This episode marks the only season premiere not to have any cast changes to the opening credits from the previous season. Although a new set of credits with new footage is used this season, the cast remains unchanged from Season 6.

In the scenes shot in England with Willow and Giles, both the horse and the actual house shown belong to Anthony Stewart Head.

For the first and only time ever, all six big bads (The Master, Drusilla, The Mayor, Adam, Glory, Warren) reprise their roles together, in a scene at the end of this episode. As to not spoil their return, they went uncredited at the beginning of the episode. Joss Whedon had hoped to bring them all back at some point in the season, but due to scheduling conflicts only Drusilla, Warren and The Mayor would be seen again after this.

Willow: I deserve a lot worse. I killed people, Giles.Giles: I've not forgotten.Willow: When you brought me here, I thought it was to kill me. Or to lock me in some mystical dungeon for all eternity here, with the torture. Instead you go all Dumbledore on me. I’m learning about magick, all about energy and Gaia and root systems.Giles: Do you want to be punished?Willow: I want to be Willow.Giles: You are. In the end, we all are who we are, no matter how much we may appear to have changed.

Dawn:(to Buffy) I know! You never know what’s coming, the stake is not the power, To Serve Man is a cookbook.

Buffy: Never forget it. It doesn't matter how well-prepped you are or well-armed you are. You're a little girl. Dawn: Woman. Buffy: Little woman. Dawn: I'm taller than you!

Xander: Good morning.Buffy:(to Dawn) You've got to eat something! I made cereal.Dawn: Okay!Buffy:( to Xander) You're unconscionably spiffy.Xander: Client meeting. How exactly do you make cereal?Buffy: Ah. You put the box near the milk. I saw it on the Food Channel.

Buffy: My sister's about to go to the same high school that tried to kill me for three years. I can't change districts, I can't afford private school, and I can't begin to prepare for what could possibly come out of there. So… peachy with a side of keen, that would be me.

Dawn: So the principal's evil? Buffy: Or in a boatload of danger. Xander: Well, the last two principals were eaten. Who'd even apply for that job?

Buffy: And stay away from hyena people or any lizardy-type athletes. Or if you see anyone that's invisible- Dawn: Hey, Buffy, I think it's pretty safe to say I'm not going to see anybody that's invisible. Buffy: You know, you could still drop out. Only nerds finish high school.

Buffy: I think I may have destroyed Dawn's social life in all of about thirty seconds but apart from that, no. Xander: Ah, being popular isn't so great. Or so I've read in books.

Spike: The thing is… I had a speech. I learned it all. Oh, god. She won't understand. She won't understand.The First as Warren: Of course she won't understand, Sparky. I'm beyond her understanding. She's a girl. Sugar and spice and everything… useless. Unless you're baking. I'm more than that. More than flesh.The First as Glory: More than blood. I'm… you know, I honestly don't think there's a human word fabulous enough for me. Oh, my name will be on everyone's lips… assuming their lips haven't been torn off. But not just yet. That's all right, though.The First as Adam: I can be patient. Everything is well within parameters. She's exactly where I want her to be. And so are you, Number 17. You're right where you belong.The First as Mayor Wilkins: So what'd you think? You'd get your soul back and everything would be Jim Dandy? A soul's slipperier than a greased weasel. Why do you think I sold mine? Well, you probably thought that you'd be your own man and I respect that. But you never will.The First as Drusilla: You'll always be mine. You'll always be in the dark with me, singing our little songs. You like our little songs, don't you? You've always liked them, right from the beginning. And that's where we're going.The First as The Master: Right back to the beginning. Not the Bang, not the Word. The true beginning. The next few months are going to be quite a ride and I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic schmuck… if it hasn't sunk in already. Look at you. Tried to do what's right. Just like her. You still don't get it. It's not about right. Not about wrong.The First as Buffy: It's about power.

Xander: Good morning.Buffy:(to Dawn) You've got to eat something! I made cereal.Buffy:( to Xander) You're unconscionably spiffy.Xander: Client meeting. How exactly do you make cereal?Buffy: Ah. You put the box near the milk. I saw it on the Food Channel.

Willow: We were talking. And I felt... I felt the earth. It's all connected, it is. But it's not all good and pure and rootsy. There's deep…deep black. I saw… I saw the earth, Giles. I saw its teeth.Giles: The Hellmouth.Willow: It's going to open. It's going to swallow us all.

Episode Goofs

Sarah Michelle Gellar's tattoos (which are usually well-hidden) can be very visibly seen in quite a few shots in this episode.

Buffy is seen pulling her cell phone from her back pocket. However, the pants she is wearing have no back pockets. After she puts it back in her 'pocket' and later turns around, once again neither the cell phone nor a pocket are visible.

In the scene where Buffy is in the school basement, her shoes switch from trainers to heels between shots.

Cultural References

Dawn: Check out Double-Oh-Xander!

This is a reference to the very popular James Bond franchise. James Bond is a British secret agent known as Agent 007.

Dawn: I'm very into Britney Spears' early work.

Britney Spears is a pop super-star, who found fame as a mouseketeer on the Disney Channel's Mickey Mouse Club. She went on to become one of the most successful female artists in the world with hits such as "Baby...One More Time" and "Oops...I Did it Again."

Willow: When you brought me here, I thought it was to kill me. Or to lock me in some mystical dungeon for all eternity here, with the torture. Instead you go all Dumbledore on me.

This is a reference to the popular Harry Potter series. Dumbledore is the headmaster at the Hogwarts school. He helps Harry, rather than punish him for his mistakes, similar to what GIles is doing with Willow.

Buffy: I saw it on the food channel.

This is a reference to the The Food Network, a basic cable network which consists of programs relating to food preparation.

Episode References

Buffy: And stay away from hyena people or any lizardy-type athletes. Or if you see anyone that's invisible...

Buffy is referring to incidents that occurred in the following episodes: "The Pack", where hyena hybrids possess the bodies of several students, "Go Fish", where swim team students turn into sea-creatures, and "Out of Mind, Out of Sight", where an invisible girl terrorizes the high school.

Xander: Well, the last two principals were eaten. Who'd even apply for that job?

Xander is referring to the fact that Principal Flutie and Principal Snyder were both eaten alive in the episodes "The Pack" and "Graduation Day (2)", respectively.